Common use of Release of Earnout Shares Clause in Contracts

Release of Earnout Shares. The Earnout Shares shall be released and delivered as follows: (i) one-half of the Earnout Shares will be released from the Earnout Escrow Account, and distributed to each member of the Stockholder Earnout Group on a Pro Rata Basis in accordance with Section 3.06(b)(ii) upon receipt of the applicable Release Notice by the Earnout Escrow Agent, if, on or prior to the fifth (5th) anniversary of the Closing Date: (x) the VWAP of shares of PubCo’s Common Stock equals or exceeds $15.00 per share for twenty (20) of any thirty (30) consecutive trading days commencing after the Closing on Nasdaq, or (y) if PubCo consummates a transaction which results in the stockholders of PubCo having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $15.00 per share (for any non-cash proceeds, as determined based on the agreed valuation set forth in the applicable definitive agreements for such transaction or, in the absence of such valuation, as determined in good faith by the PubCo Board); (ii) one-quarter of the Earnout Shares will be released from the Earnout Escrow Account, and distributed to each member of the Stockholder Earnout Group on a Pro Rata Basis in accordance with Section 3.06(b)(ii) upon receipt of the applicable Release Notice by the Earnout Escrow Agent, if, on or prior to the fifth (5th) anniversary of the Closing Date: (x) the VWAP of shares of PubCo’s Common Stock equals or exceeds $17.50 per share for twenty (20) of any thirty (30) consecutive trading days commencing after the Closing on Nasdaq, or (y) if PubCo consummates a transaction which results in the stockholders of PubCo having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $17.50 per share (for any non-cash proceeds, as determined based on the agreed valuation set forth in the applicable definitive agreements for such transaction or, in the absence of such valuation, as determined in good faith by PubCo Board); (iii) one-quarter of the Earnout Shares will be released from the Earnout Escrow Account, and distributed to each member of the Stockholder Earnout Group on a Pro Rata Basis in accordance with Section 3.06(b)(ii) upon receipt of the applicable Release Notice by the Earnout Escrow Agent, if, on or prior to the fifth (5th) anniversary of the Closing Date: (x) the VWAP of shares of PubCo’s Common Stock equals or exceeds $20.00 per share for twenty (20) of any thirty (30) consecutive trading days commencing after the Closing on Nasdaq; provided, the last qualifying trading day constituting the triggering event hereunder must occur on or after December 31, 2022; or (y) if PubCo consummates a transaction which results in the stockholders of PubCo having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $20.00 per share (for any non-cash proceeds, as determined based on the agreed valuation set forth in the applicable definitive agreements for such transaction or, in the absence of such valuation, as determined in good faith by PubCo Board); and (iv) if the conditions set forth in either Section 3.06(c)(i) or (ii) have not been satisfied following the fifth (5th) anniversary of the Closing Date, any Earnout Shares remaining in the Earnout Escrow Account shall be automatically released to PubCo for cancellation and the members of the Stockholder Earnout Group shall not have any right to receive such Earnout Shares or any benefit therefrom.

Release of Earnout Shares. The Stockholder Earnout Shares shall be released and delivered as follows: (i) one-half quarter of the Stockholder Earnout Shares will be released from the Earnout Escrow Account, Exchange Account and distributed to each member of the Stockholder Earnout Group on a Pro Rata Basis in accordance with Section 3.06(b)(ii) upon receipt of the applicable Release Notice by the Earnout Escrow Agent, if, on or prior to the fifth fourth (5th4th) anniversary of the Closing Date: (x) , the VWAP of shares of PubCo’s Parent Common Stock equals or exceeds $15.00 12.50 per share for twenty thirty (2030) of any thirty forty (3040) consecutive trading days commencing after the Closing on Nasdaq, the Nasdaq (or (y) if PubCo consummates a transaction any other national securities exchange on which results in the stockholders of PubCo having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $15.00 per share (for any non-cash proceedsParent Common Stock is traded, as determined based on applicable) (the agreed valuation set forth in the applicable definitive agreements for such transaction or, in the absence of such valuation, as determined in good faith by the PubCo Board“First Share Price Trigger”); (ii) in addition to the issuance of Stockholder Earnout Shares contemplated by the immediately preceding clause (i), an additional one-quarter of the Stockholder Earnout Shares will be released from the Earnout Escrow Account, Exchange Account and distributed to each member of the Stockholder Earnout Group on a Pro Rata Basis in accordance with Section 3.06(b)(ii) upon receipt of the applicable Release Notice by the Earnout Escrow Agent, if, on or prior to the fifth fourth (5th4th) anniversary of the Closing Date: (x) Date the VWAP of shares of PubCo’s Parent Common Stock equals or exceeds $17.50 15.00 per share for twenty thirty (2030) of any thirty forty (3040) consecutive trading days commencing after the Closing on Nasdaq, the Nasdaq (or (y) if PubCo consummates a transaction any other national securities exchange on which results in the stockholders of PubCo having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $17.50 per share (for any non-cash proceedsParent Common Stock is traded, as determined based on applicable) (the agreed valuation set forth in the applicable definitive agreements for such transaction or, in the absence of such valuation, as determined in good faith by PubCo Board“Second Share Price Trigger”); (iii) in addition to the issuance of Stockholder Earnout Shares contemplated by the immediately preceding clauses (i) and (ii), an additional one-quarter of the Stockholder Earnout Shares will be released from the Earnout Escrow Account, Exchange Account and distributed to each member of the Stockholder Earnout Group on a Pro Rata Basis in accordance with Section 3.06(b)(ii) upon receipt of the applicable Release Notice by the Earnout Escrow Agent, if, on or prior to the fifth fourth (5th4th) anniversary of the Closing Date: (x) Date the VWAP of shares of PubCo’s Parent Common Stock equals or exceeds $17.50 per share for thirty (30) of any forty (40) consecutive trading days commencing after the Closing on the Nasdaq (or any other national securities exchange on which the Parent Common Stock is traded, as applicable) (the “Third Share Price Trigger”); (iv) in addition to the issuance of Stockholder Earnout Shares contemplated by the immediately preceding clauses (i), (ii) and (iii), an additional one-quarter of the Stockholder Earnout Shares will be released from the Exchange Account and distributed to each member of the Stockholder Earnout Group on a Pro Rata Basis if, on or prior to the fourth (4th) anniversary of the Closing Date the VWAP of shares of Parent Common Stock equals or exceeds $20.00 per share for twenty thirty (2030) of any thirty forty (3040) consecutive trading days commencing after the Closing on Nasdaq; providedthe Nasdaq (or any other national securities exchange on which the Parent Common Stock is traded, as applicable) (the “Fourth Share Price Trigger” and, collectively with the First Share Price Trigger, the last qualifying trading day constituting Second Share Price Trigger, and the triggering event hereunder must occur on or after December 31Third Share Price Trigger, 2022; or (y) if PubCo consummates a transaction which results in the stockholders of PubCo having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $20.00 per share (for any non-cash proceeds, as determined based on the agreed valuation set forth in the applicable definitive agreements for such transaction or, in the absence of such valuation, as determined in good faith by PubCo Board“Share Price Triggers”); and (ivv) if the conditions set forth in either Section 3.06(c)(i3.7(c)(i), (ii), (iii) or (iiiv) have not been satisfied following the fifth fourth (5th4th) anniversary of the Closing Date, any Stockholder Earnout Shares remaining in the Earnout Escrow Account Exchange Fund shall be automatically released to PubCo Parent for cancellation and the members of the Stockholder Earnout Group shall not have any right to receive such Stockholder Earnout Shares or any benefit therefrom.

Release of Earnout Shares. The Earnout Shares shall be released and delivered as follows: (i) one-half third of the Earnout Shares of each Earnout Recipient will be released from the Earnout Escrow AccountAccount or by the 104H Trustee (subject to the requirements of the 104H Tax Ruling), as applicable, and distributed to each member of the Stockholder such Earnout Group Recipient on a Pro Rata Basis in accordance with Section 3.06(b)(ii1.8(b)(ii) upon receipt of the applicable Release Notice by the Earnout Escrow AgentAgent or the 104H Trustee, as applicable, if, on or prior to the fifth (5th) anniversary of the Closing Date: (xA) the VWAP of shares of PubCo’s Common Stock Volume Weighted Average Share Price equals or exceeds $15.00 12.50 per share for twenty (20) of any thirty (30) consecutive trading days commencing after the Closing on Nasdaq, the NASDAQ or any other national securities exchange or (yB) if PubCo New DK consummates a transaction which results in the stockholders of PubCo New DK having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $15.00 12.50 per share (for any non-cash proceeds, as determined based on the agreed valuation set forth in the applicable definitive agreements for such transaction or, in the absence of such valuation, as determined in good faith by the PubCo BoardNew DK Board of Directors); (ii) one-quarter third of the Earnout Shares of each Earnout Recipient will be released from the Earnout Escrow AccountAccount or by the 104H Trustee (subject to the requirements of the 104H Tax Ruling), as applicable, and distributed to each member of the Stockholder such Earnout Group Recipient on a Pro Rata Basis in accordance with Section 3.06(b)(ii1.8(b)(ii) upon receipt of the applicable Release Notice by the Earnout Escrow AgentAgent or the 104H Trustee, as applicable, if, on or prior to the fifth (5th) anniversary of the Closing Date: (xA) the VWAP of shares of PubCo’s Common Stock Volume Weighted Average Share Price equals or exceeds $17.50 14.00 per share for twenty (20) of any thirty (30) consecutive trading days commencing after the Closing on Nasdaq, the NASDAQ or any other national securities exchange or (yB) if PubCo New DK consummates a transaction which results in the stockholders of PubCo New DK having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $17.50 14.00 per share (for any non-cash proceeds, as determined based on the agreed valuation set forth in the applicable definitive agreements for such transaction or, in the absence of such valuation, as determined in good faith by PubCo Boardthe New DK Board of Directors);; and (iii) one-quarter third of the Earnout Shares of each Earnout Recipient will be released from the Earnout Escrow AccountAccount or by the 104H Trustee (subject to the requirements of the 104H Tax Ruling), as applicable, and distributed to each member of the Stockholder such Earnout Group Recipient on a Pro Rata Basis in accordance with Section 3.06(b)(ii1.8(b)(ii) upon receipt of the applicable Release Notice by the Earnout Escrow AgentAgent or the 104H Trustee, as applicable, if, on or prior to the fifth (5th) anniversary of the Closing Date: (xA) the VWAP of shares of PubCo’s Common Stock Volume Weighted Average Share Price equals or exceeds $20.00 16.00 per share for twenty (20) of any thirty (30) consecutive trading days commencing after the Closing on Nasdaq; provided, the last qualifying trading day constituting the triggering event hereunder must occur on NASDAQ or after December 31, 2022; any other national securities exchange or (yB) if PubCo New DK consummates a transaction which results in the stockholders of PubCo New DK having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $20.00 16.00 per share (for any non-cash proceeds, as determined based on the agreed valuation set forth in the applicable definitive agreements for such transaction or, in the absence of such valuation, as determined in good faith by PubCo Boardthe New DK Board of Directors); and (iv) if the conditions set forth in either Section 3.06(c)(i) or (ii) have not been satisfied following the fifth (5th) anniversary of the Closing Date, any Earnout Shares remaining in the Earnout Escrow Account shall be automatically released to PubCo for cancellation and the members of the Stockholder Earnout Group shall not have any right to receive such Earnout Shares or any benefit therefrom.

Release of Earnout Shares. The Earnout Shares shall be released and delivered as follows: (i) one-half One Million Five Hundred Thousand (1,500,000) Earnout Shares will be released from the Earnout Escrow Account and distributed to each member of the Management Earnout Group in the proportions set forth on Schedule 3.06 in accordance with Section 3.06(b)(ii) upon receipt of the applicable Release Notice by the Earnout Escrow Agent on the six-month anniversary of the Closing Date. (ii) One Million One Hundred Sixty-Six Thousand Six Hundred Sixty-Sixty Seven (1,166,667) Earnout Shares will be released from the Earnout Escrow Account, and distributed to each member of the Stockholder Management Earnout Group in the proportions set forth on a Pro Rata Basis Schedule 3.06 in accordance with Section 3.06(b)(ii) upon receipt of the applicable Release Notice by the Earnout Escrow Agent, if, on or prior to the fifth (5th) anniversary of the Closing Date: (x) the VWAP of shares of PubCo’s Common Stock Ordinary Shares equals or exceeds $15.00 11.50 per share for twenty (20) trading days of any thirty (30) consecutive trading days days, commencing after the Closing on NasdaqClosing, or (y) if PubCo consummates a transaction which results in the stockholders shareholders of PubCo having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $11.50 per share (for any non-cash proceeds, as determined based on the agreed valuation set forth in the applicable definitive agreements for such transaction or, in the absence of such valuation, as determined in good faith by the PubCo Board); (iii) One Million One Hundred Sixty-Six Thousand Six Hundred Sixty-Sixty Seven (1,166,667) Earnout Shares will be released from the Earnout Escrow Account, and distributed to each member of the Management Earnout Group in the proportions set forth on Schedule 3.06 in accordance with Section 3.06(b)(ii) upon receipt of the applicable Release Notice by the Earnout Escrow Agent, if: (x) the VWAP of PubCo’s Ordinary Shares equals or exceeds $12.50 per share for twenty (20) trading days out of any thirty (30) consecutive trading days, commencing after the Closing, or (y) if PubCo consummates a transaction which results in the shareholders of PubCo having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $12.50 per share (for any non-cash proceeds, as determined based on the agreed valuation set forth in the applicable definitive agreements for such transaction or, in the absence of such valuation, as determined in good faith by the PubCo Board); (iv) the final One Million One Hundred Sixty-Six Thousand Six Hundred Sixty-Sixty Seven (1,166,667) Earnout Shares will be released from the Earnout Escrow Account, and distributed to each member of the Management Earnout Group in the proportions set forth on Schedule 3.06 in accordance with Section 3.06(b)(ii) upon receipt of the applicable Release Notice by the Earnout Escrow Agent, if: (x) the VWAP of PubCo’s Ordinary Shares equals or exceeds $15.00 per share for twenty (20) trading days out of any thirty (30) consecutive trading days, commencing after the Closing, or (y) if PubCo consummates a transaction which results in the shareholders of PubCo having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $15.00 per share (for any non-cash proceeds, as determined based on the agreed valuation set forth in the applicable definitive agreements for such transaction or, in the absence of such valuation, as determined in good faith by the PubCo Board); (ii) one-quarter of the Earnout Shares will be released from the Earnout Escrow Account, and distributed to each member of the Stockholder Earnout Group on a Pro Rata Basis in accordance with Section 3.06(b)(ii) upon receipt of the applicable Release Notice by the Earnout Escrow Agent, if, on or prior to the fifth (5th) anniversary of the Closing Date: (x) the VWAP of shares of PubCo’s Common Stock equals or exceeds $17.50 per share for twenty (20) of any thirty (30) consecutive trading days commencing after the Closing on Nasdaq, or (y) if PubCo consummates a transaction which results in the stockholders of PubCo having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $17.50 per share (for any non-cash proceeds, as determined based on the agreed valuation set forth in the applicable definitive agreements for such transaction or, in the absence of such valuation, as determined in good faith by PubCo Board); (iii) one-quarter of the Earnout Shares will be released from the Earnout Escrow Account, and distributed to each member of the Stockholder Earnout Group on a Pro Rata Basis in accordance with Section 3.06(b)(ii) upon receipt of the applicable Release Notice by the Earnout Escrow Agent, if, on or prior to the fifth (5th) anniversary of the Closing Date: (x) the VWAP of shares of PubCo’s Common Stock equals or exceeds $20.00 per share for twenty (20) of any thirty (30) consecutive trading days commencing after the Closing on Nasdaq; provided, the last qualifying trading day constituting the triggering event hereunder must occur on or after December 31, 2022; or (y) if PubCo consummates a transaction which results in the stockholders of PubCo having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $20.00 per share (for any non-cash proceeds, as determined based on the agreed valuation set forth in the applicable definitive agreements for such transaction or, in the absence of such valuation, as determined in good faith by PubCo Board); and (ivv) if the conditions set forth in either Section 3.06(c)(i3.06(c)(ii), (iii) or (iiiv) have not been satisfied following the fifth (5th) anniversary of the Closing Date, any Earnout Shares remaining in the Earnout Escrow Account shall be automatically released to PubCo for cancellation and the members of the Stockholder Management Earnout Group shall not have any right to receive such Earnout Shares or any benefit therefrom.

Release of Earnout Shares. The Earnout Shares shall be released and delivered as follows: (i) (A) one-half of the Stockholder Earnout Shares will be released from the Earnout Escrow Account, and distributed to each member of the Stockholder Earnout Group on a Pro Rata Basis and (B) one-half of the Sponsor Earnout Shares will be released from the Earnout Escrow Account and distributed to the Sponsor, in each case, in accordance with Section 3.06(b)(ii3.07(b)(ii) of the Merger Agreement upon receipt of the applicable Release Notice by the Earnout Escrow Agent, if, on or prior to the fifth (5th) anniversary of the Closing Date: (x) the VWAP of shares of PubCo’s Class A Common Stock equals or exceeds $15.00 per share for twenty (20) of any thirty (30) consecutive trading days commencing after the Closing on Nasdaqthe NYSE, Nasdaq or any other national securities exchange, as applicable, or (y) if PubCo consummates a transaction which results in the stockholders of PubCo having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $15.00 per share (for any non-cash proceeds, as determined based on the agreed valuation set forth in the applicable definitive agreements for such transaction or, in the absence of such valuation, as determined in good faith by the PubCo Board); (ii) (A) one-quarter half of the Stockholder Earnout Shares will be released from the Earnout Escrow Account, and distributed to each member of the Stockholder Earnout Group on a Pro Rata Basis and (B) one-half of the Sponsor Earnout Shares will be released from the Earnout Escrow Account and distributed to the Sponsor, in each case, in accordance with Section 3.06(b)(ii3.07(b)(ii) of the Merger Agreement upon receipt of the applicable Release Notice by the Earnout Escrow Agent, if, on or prior to the fifth (5th) anniversary of the Closing Date: (x) the VWAP of shares of PubCo’s Class A Common Stock equals or exceeds $17.50 per share for twenty (20) of any thirty (30) consecutive trading days commencing after the Closing on Nasdaqthe NYSE, Nasdaq or any other national securities exchange, as applicable, or (y) if PubCo consummates a transaction which results in the stockholders of PubCo having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $17.50 per share (for any non-cash proceeds, as determined based on the agreed valuation set forth in the applicable definitive agreements for such transaction or, in the absence of such valuation, as determined in good faith by PubCo Board); (iii) one-quarter of the Earnout Shares will be released from the Earnout Escrow Account, and distributed to each member of the Stockholder Earnout Group on a Pro Rata Basis in accordance with Section 3.06(b)(ii) upon receipt of the applicable Release Notice by the Earnout Escrow Agent, if, on or prior to the fifth (5th) anniversary of the Closing Date: (x) the VWAP of shares of PubCo’s Common Stock equals or exceeds $20.00 per share for twenty (20) of any thirty (30) consecutive trading days commencing after the Closing on Nasdaq; provided, the last qualifying trading day constituting the triggering event hereunder must occur on or after December 31, 2022; or (y) if PubCo consummates a transaction which results in the stockholders of PubCo having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $20.00 per share (for any non-cash proceeds, as determined based on the agreed valuation set forth in the applicable definitive agreements for such transaction or, in the absence of such valuation, as determined in good faith by PubCo Board); and (iv) if the conditions set forth in either Section 3.06(c)(iSections 3.07(c)(i) or (ii) of the Merger Agreement have not been satisfied following the fifth (5th) anniversary of the Closing Date, any Earnout Shares remaining in the Earnout Escrow Account shall be automatically released to PubCo for cancellation and neither the members of the Stockholder Earnout Group nor the Sponsor shall not have any right to receive such Earnout Shares or any benefit therefrom; (iv) for the avoidance of doubt, if the condition for more than one triggering event is met pursuant to Section 3.07(c) of the Merger Agreement, then all of the Earnout Shares to be released and distributed in connection with each such triggering event shall be released and delivered to the Sponsor and the members of the Stockholder Earnout Group in accordance with Section 3.07(c) of the Merger Agreement; (v) for the avoidance of doubt, any Earnout Shares to be released from the Earnout Escrow Account shall be distributed and released as PubCo’s Class A Shares, save and except for any Earnout Shares to be released and distributed from the Earnout Escrow Account to holders of Company Class A Common Stock immediately prior to the Effective Time (for the avoidance of doubt, including any Company Class A Common Stock after giving effect to the Exchange and excluding any shares of Company Class A Common Stock that is a Cash Election Share), which instead shall be released and distributed as PubCo’s Class B Shares.

Release of Earnout Shares. The Earnout Shares shall be released and delivered as follows: (i) one-half One Million Five Hundred Thousand (1,500,000) Earnout Shares will be released from the Earnout Escrow Account and distributed to each member of the Management Earnout Group in the proportions set forth on Schedule 3.06 of the BCA upon receipt of the applicable Release Notice by the Earnout Escrow Agent on the six-month anniversary of the Closing Date. (ii) One Million One Hundred Sixty-Six Thousand Six Hundred Sixty-Sixty Seven (1,166,667) Earnout Shares will be released from the Earnout Escrow Account, and distributed to each member of the Stockholder Management Earnout Group in the proportions set forth on a Pro Rata Basis in accordance with Section 3.06(b)(ii) Schedule 3.06 of the BCA upon receipt of the applicable Release Notice by the Earnout Escrow Agent, if, on or prior to the fifth (5th) anniversary of the Closing Date: (x) the VWAP of shares of PubCo’s Common Stock Ordinary Shares equals or exceeds $15.00 11.50 per share for twenty (20) trading days of any thirty (30) consecutive trading days days, commencing after the Closing on NasdaqClosing, or (y) if PubCo consummates a transaction which results in the stockholders shareholders of PubCo having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $11.50 per share (for any non-cash proceeds, as determined based on the agreed valuation set forth in the applicable definitive agreements for such transaction or, in the absence of such valuation, as determined in good faith by the PubCo Board); (iii) One Million One Hundred Sixty-Six Thousand Six Hundred Sixty-Sixty Seven (1,166,667) Earnout Shares will be released from the Earnout Escrow Account, and distributed to each member of the Management Earnout Group in the proportions set forth on Schedule 3.06 of the BCA upon receipt of the applicable Release Notice by the Earnout Escrow Agent, if: (x) the VWAP of PubCo’s Ordinary Shares equals or exceeds $12.50 per share for twenty (20) trading days out of any thirty (30) consecutive trading days, commencing after the Closing, or (y) if PubCo consummates a transaction which results in the shareholders of PubCo having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $12.50 per share (for any non-cash proceeds, as determined based on the agreed valuation set forth in the applicable definitive agreements for such transaction or, in the absence of such valuation, as determined in good faith by the PubCo Board); (iv) the final One Million One Hundred Sixty-Six Thousand Six Hundred Sixty-Sixty Seven (1,166,667) Earnout Shares will be released from the Earnout Escrow Account, and distributed to each member of the Management Earnout Group in the proportions set forth on Schedule 3.06 of the BCA upon receipt of the applicable Release Notice by the Earnout Escrow Agent, if: (x) the VWAP of PubCo’s Ordinary Shares equals or exceeds $15.00 per share for twenty (20) trading days out of any thirty (30) consecutive trading days, commencing after the Closing, or (y) if PubCo consummates a transaction which results in the shareholders of PubCo having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $15.00 per share (for any non-cash proceeds, as determined based on the agreed valuation set forth in the applicable definitive agreements for such transaction or, in the absence of such valuation, as determined in good faith by the PubCo Board); (ii) one-quarter of the Earnout Shares will be released from the Earnout Escrow Account, and distributed to each member of the Stockholder Earnout Group on a Pro Rata Basis in accordance with Section 3.06(b)(ii) upon receipt of the applicable Release Notice by the Earnout Escrow Agent, if, on or prior to the fifth (5th) anniversary of the Closing Date: (x) the VWAP of shares of PubCo’s Common Stock equals or exceeds $17.50 per share for twenty (20) of any thirty (30) consecutive trading days commencing after the Closing on Nasdaq, or (y) if PubCo consummates a transaction which results in the stockholders of PubCo having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $17.50 per share (for any non-cash proceeds, as determined based on the agreed valuation set forth in the applicable definitive agreements for such transaction or, in the absence of such valuation, as determined in good faith by PubCo Board); (iii) one-quarter of the Earnout Shares will be released from the Earnout Escrow Account, and distributed to each member of the Stockholder Earnout Group on a Pro Rata Basis in accordance with Section 3.06(b)(ii) upon receipt of the applicable Release Notice by the Earnout Escrow Agent, if, on or prior to the fifth (5th) anniversary of the Closing Date: (x) the VWAP of shares of PubCo’s Common Stock equals or exceeds $20.00 per share for twenty (20) of any thirty (30) consecutive trading days commencing after the Closing on Nasdaq; provided, the last qualifying trading day constituting the triggering event hereunder must occur on or after December 31, 2022; or (y) if PubCo consummates a transaction which results in the stockholders of PubCo having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $20.00 per share (for any non-cash proceeds, as determined based on the agreed valuation set forth in the applicable definitive agreements for such transaction or, in the absence of such valuation, as determined in good faith by PubCo Board); and (iv) if the conditions set forth in either Section 3.06(c)(i) or (ii) have not been satisfied following the fifth (5th) anniversary of the Closing Date, any Earnout Shares remaining in the Earnout Escrow Account shall be automatically released to PubCo for cancellation and the members of the Stockholder Earnout Group shall not have any right to receive such Earnout Shares or any benefit therefrom.

Release of Earnout Shares. The Earnout Shares shall be released and delivered as follows: (i) (A) one-half of the Stockholder Earnout Shares will be released from the Earnout Escrow Account, and distributed to each member of the Stockholder Earnout Group on a Pro Rata Basis and (B) one-half of the Sponsor Earnout Shares will be released from the Escrow Account and distributed to the Sponsor, in each case, in accordance with Section 3.06(b)(ii3.7(b)(ii) of the Merger Agreement upon receipt of the applicable Release Notice by the Earnout Escrow Agent, if, on or prior to the fifth (5th) anniversary of the Closing Date: (x) the VWAP of shares of PubCo’s PubCo Common Stock equals or exceeds $12.50 per share for twenty (20) of any thirty (30) consecutive trading days commencing after the Closing on Nasdaq or any other national securities exchange, as applicable, or (y) if PubCo consummates a transaction which results in the stockholders of PubCo having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $12.50 per share (for any non-cash proceeds, as determined based on the agreed valuation set forth in the applicable definitive agreements for such transaction or, in the absence of such valuation, as determined in good faith by the PubCo Board); (ii) (A) one-half of the Stockholder Earnout Shares will be released from the Escrow Account, and distributed to each member of the Stockholder Earnout Group on a Pro Rata Basis and (B) one-half of the Sponsor Earnout Shares will be released from the Escrow Account and distributed to the Sponsor, in each case, in accordance with Section 3.7(b)(ii) of the Merger Agreement upon receipt of the applicable Release Notice by the Earnout Escrow Agent, if, on or prior to the fifth (5th) anniversary of the Closing Date: (x) the VWAP of shares of PubCo Common Stock equals or exceeds $15.00 per share for twenty (20) of any thirty (30) consecutive trading days commencing after the Closing on NasdaqNasdaq or any other national securities exchange, as applicable, or (y) if PubCo consummates a transaction which results in the stockholders of PubCo having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $15.00 per share (for any non-cash proceeds, as determined based on the agreed valuation set forth in the applicable definitive agreements for such transaction or, in the absence of such valuation, as determined in good faith by the PubCo Board); (ii) one-quarter of the Earnout Shares will be released from the Earnout Escrow Account, and distributed to each member of the Stockholder Earnout Group on a Pro Rata Basis in accordance with Section 3.06(b)(ii) upon receipt of the applicable Release Notice by the Earnout Escrow Agent, if, on or prior to the fifth (5th) anniversary of the Closing Date: (x) the VWAP of shares of PubCo’s Common Stock equals or exceeds $17.50 per share for twenty (20) of any thirty (30) consecutive trading days commencing after the Closing on Nasdaq, or (y) if PubCo consummates a transaction which results in the stockholders of PubCo having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $17.50 per share (for any non-cash proceeds, as determined based on the agreed valuation set forth in the applicable definitive agreements for such transaction or, in the absence of such valuation, as determined in good faith by PubCo Board); (iii) one-quarter of the Earnout Shares will be released from the Earnout Escrow Account, and distributed to each member of the Stockholder Earnout Group on a Pro Rata Basis in accordance with Section 3.06(b)(ii) upon receipt of the applicable Release Notice by the Earnout Escrow Agent, if, on or prior to the fifth (5th) anniversary of the Closing Date: (x) the VWAP of shares of PubCo’s Common Stock equals or exceeds $20.00 per share for twenty (20) of any thirty (30) consecutive trading days commencing after the Closing on Nasdaq; provided, the last qualifying trading day constituting the triggering event hereunder must occur on or after December 31, 2022; or (y) if PubCo consummates a transaction which results in the stockholders of PubCo having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $20.00 per share (for any non-cash proceeds, as determined based on the agreed valuation set forth in the applicable definitive agreements for such transaction or, in the absence of such valuation, as determined in good faith by PubCo Board); and (iv) if the conditions set forth in either Section 3.06(c)(iSections 3.7(c)(i) or (ii) of the Merger Agreement have not been satisfied following the fifth (5th) anniversary of the Closing Date, any Earnout Shares remaining in the Earnout Escrow Account shall be automatically released to PubCo for cancellation and neither the members of the Stockholder Earnout Group nor the Sponsor shall not have any right to receive such Earnout Shares or any benefit therefrom; and (iv) for the avoidance of doubt, if the condition for more than one triggering event is met pursuant to Section 3.7(c) of the Merger Agreement, then all of the Earnout Shares to be released and distributed in connection with each such triggering event shall be released and delivered to the Sponsor and the members of the Stockholder Earnout Group in accordance with Section 3.7 of the Merger Agreement.

Release of Earnout Shares. The Earnout Shares shall be released and delivered as follows: (i) (A) one-half of the Stockholder Earnout Shares will be released from the Earnout Escrow Account, and distributed to each member of the Stockholder Earnout Group on a Pro Rata Basis and (B) one-half of the Sponsor Earnout Shares will be released from the Earnout Escrow Account and distributed to the Sponsor, in each case in accordance with Section 3.06(b)(ii3.6(b)(ii) upon receipt of the applicable Release Notice by the Earnout Escrow Agent, if, on or prior to the fifth (5th) anniversary of the Closing Date: (x) the VWAP of shares of PubCo’s PubCo Common Stock equals or exceeds $12.50 per share for 20 of any 30 consecutive trading days commencing after the Closing on Nasdaq or any other national securities exchange, as applicable, or (y) if PubCo consummates a transaction which results in the stockholders of PubCo having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $12.50 per share (for any non-cash proceeds, as determined based on the agreed valuation set forth in the applicable definitive agreements for such transaction or, in the absence of such valuation, as determined in good faith by the PubCo Board); (ii) (A) one-half of the Stockholder Earnout Shares will be released from the Earnout Escrow Account, and distributed to each member of the Stockholder Earnout Group on a Pro Rata Basis and (B) one-half of the Sponsor Earnout Shares will be released from the Earnout Escrow Account and distributed to the Sponsor, in each case, in accordance with Section 3.6(b)(ii) upon receipt of the applicable Release Notice by the Earnout Escrow Agent, if, on or prior to the fifth anniversary of the Closing Date: (x) the VWAP of shares of PubCo Common Stock equals or exceeds $15.00 per share for twenty (20) 20 of any thirty (30) 30 consecutive trading days commencing after the Closing on NasdaqNasdaq or any other national securities exchange, as applicable, or (y) if PubCo consummates a transaction which results in the stockholders of PubCo having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $15.00 per share (for any non-cash proceeds, as determined based on the agreed valuation set forth in the applicable definitive agreements for such transaction or, in the absence of such valuation, as determined in good faith by the PubCo Board); (ii) one-quarter of the Earnout Shares will be released from the Earnout Escrow Account, and distributed to each member of the Stockholder Earnout Group on a Pro Rata Basis in accordance with Section 3.06(b)(ii) upon receipt of the applicable Release Notice by the Earnout Escrow Agent, if, on or prior to the fifth (5th) anniversary of the Closing Date: (x) the VWAP of shares of PubCo’s Common Stock equals or exceeds $17.50 per share for twenty (20) of any thirty (30) consecutive trading days commencing after the Closing on Nasdaq, or (y) if PubCo consummates a transaction which results in the stockholders of PubCo having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $17.50 per share (for any non-cash proceeds, as determined based on the agreed valuation set forth in the applicable definitive agreements for such transaction or, in the absence of such valuation, as determined in good faith by PubCo Board); (iii) one-quarter of the Earnout Shares will be released from the Earnout Escrow Account, and distributed to each member of the Stockholder Earnout Group on a Pro Rata Basis in accordance with Section 3.06(b)(ii) upon receipt of the applicable Release Notice by the Earnout Escrow Agent, if, on or prior to the fifth (5th) anniversary of the Closing Date: (x) the VWAP of shares of PubCo’s Common Stock equals or exceeds $20.00 per share for twenty (20) of any thirty (30) consecutive trading days commencing after the Closing on Nasdaq; provided, the last qualifying trading day constituting the triggering event hereunder must occur on or after December 31, 2022; or (y) if PubCo consummates a transaction which results in the stockholders of PubCo having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $20.00 per share (for any non-cash proceeds, as determined based on the agreed valuation set forth in the applicable definitive agreements for such transaction or, in the absence of such valuation, as determined in good faith by PubCo Board); and (iviii) if the conditions set forth in either Section 3.06(c)(i3.6(c)(i) or (iiSection 3.6(c)(ii) have not been satisfied following the fifth (5th) anniversary of the Closing Date, any Earnout Shares remaining in the Earnout Escrow Account shall be automatically released to PubCo for cancellation and neither the members of the Stockholder Earnout Group nor the Sponsor shall not have any right to receive such Earnout Shares or any benefit therefrom.

Release of Earnout Shares. The Earnout Shares shall be released and delivered as follows: (i) (A) one-half of the Stockholder Earnout Shares will be released from the Earnout Escrow Account, and distributed to each member of the Stockholder Earnout Group on a Pro Rata Basis and (B) one-half of the Sponsor Earnout Shares will be released from the Earnout Escrow Account and distributed to the Sponsor, in each case in accordance with Section 3.06(b)(ii3.07(b)(ii) upon receipt of the applicable Release Notice by the Earnout Escrow Agent, if, on or prior to the fifth (5th) anniversary of the Closing Date: (x) the VWAP of shares of PubCo’s Class A Common Stock equals or exceeds $15.00 per share for twenty (20) of any thirty (30) consecutive trading days commencing after the Closing on Nasdaqthe NYSE, Nasdaq or any other national securities exchange, as applicable, or (y) if PubCo consummates a transaction which results in the stockholders of PubCo having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $15.00 per share (for any non-cash proceeds, as determined based on the agreed valuation set forth in the applicable definitive agreements for such transaction or, in the absence of such valuation, as determined in good faith by the PubCo Board); (ii) (A) one-quarter half of the Stockholder Earnout Shares will be released from the Earnout Escrow Account, and distributed to each member of the Stockholder Earnout Group on a Pro Rata Basis and (B) one-half of the Sponsor Earnout Shares will be released from the Earnout Escrow Account and distributed to the Sponsor, in each case, in accordance with Section 3.06(b)(ii3.07(b)(ii) upon receipt of the applicable Release Notice by the Earnout Escrow Agent, if, on or prior to the fifth (5th) anniversary of the Closing Date: (x) the VWAP of shares of PubCo’s Class A Common Stock equals or exceeds $17.50 per share for twenty (20) of any thirty (30) consecutive trading days commencing after the Closing on Nasdaqthe NYSE, Nasdaq or any other national securities exchange, as applicable, or (y) if PubCo consummates a transaction which results in the stockholders of PubCo having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $17.50 per share (for any non-cash proceeds, as determined based on the agreed valuation set forth in the applicable definitive agreements for such transaction or, in the absence of such valuation, as determined in good faith by PubCo Board); (iii) one-quarter of the Earnout Shares will be released from the Earnout Escrow Account, and distributed to each member of the Stockholder Earnout Group on a Pro Rata Basis in accordance with Section 3.06(b)(ii) upon receipt of the applicable Release Notice by the Earnout Escrow Agent, if, on or prior to the fifth (5th) anniversary of the Closing Date: (x) the VWAP of shares of PubCo’s Common Stock equals or exceeds $20.00 per share for twenty (20) of any thirty (30) consecutive trading days commencing after the Closing on Nasdaq; provided, the last qualifying trading day constituting the triggering event hereunder must occur on or after December 31, 2022; or (y) if PubCo consummates a transaction which results in the stockholders of PubCo having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $20.00 per share (for any non-cash proceeds, as determined based on the agreed valuation set forth in the applicable definitive agreements for such transaction or, in the absence of such valuation, as determined in good faith by PubCo Board); and (iviii) if the conditions set forth in either Section 3.06(c)(i3.07(c)(i) or (ii) have not been satisfied following the fifth (5th) anniversary of the Closing Date, any Earnout Shares remaining in the Earnout Escrow Account shall be automatically released to PubCo for cancellation and neither the members of the Stockholder Earnout Group nor the Sponsor shall not have any right to receive such Earnout Shares or any benefit therefrom.

Release of Earnout Shares. The Earnout Shares shall be released and delivered as follows: (i) one-half of the Earnout Shares will be released from the Earnout Escrow Account, and distributed to each member of the Stockholder Earnout Group on a Pro Rata Basis Earn Out Recipients in accordance with Section 3.06(b)(ii2.6(a) of the Merger Agreement upon receipt of the applicable Release Notice by the Earnout Escrow Agent, if, on or prior to the fifth third (5th3rd) anniversary of the Closing Date: (x) the VWAP Closing Price of shares of PubCo’s Common Stock Class A Shares equals or exceeds $15.00 14.00 per share for twenty (20) of any thirty (30) consecutive trading days commencing after the Closing on Nasdaqthe NYSE, Nasdaq or any other national securities exchange, as applicable, or (y) if PubCo consummates a transaction which results in the stockholders of PubCo having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $15.00 14.00 per share (for any non-cash proceeds, as determined based on the agreed valuation set forth in the applicable definitive agreements for such transaction or, in the absence of such valuation, as determined in good faith by the PubCo Board); (ii) one-quarter half of the Earnout Shares will be released from the Earnout Escrow Account, and distributed to each member of the Stockholder Earnout Group on a Pro Rata Basis Earn Out Recipients in accordance with Section 3.06(b)(ii2.6(a) of the Merger Agreement upon receipt of the applicable Release Notice by the Earnout Escrow Agent, if, on or prior to the fifth third (5th3rd) anniversary of the Closing Date: (x) the VWAP Closing Price of shares of PubCo’s Common Stock Class A Shares equals or exceeds $17.50 16.00 per share for twenty (20) of any thirty (30) consecutive trading days commencing after the Closing on Nasdaqthe NYSE, Nasdaq or any other national securities exchange, as applicable, or (y) if PubCo consummates a transaction which results in the stockholders of PubCo having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $17.50 16.00 per share (for any non-cash proceeds, as determined based on the agreed valuation set forth in the applicable definitive agreements for such transaction or, in the absence of such valuation, as determined in good faith by PubCo Board); (iii) one-quarter of the Earnout Shares will be released from the Earnout Escrow Account, and distributed to each member of the Stockholder Earnout Group on a Pro Rata Basis in accordance with Section 3.06(b)(ii) upon receipt of the applicable Release Notice by the Earnout Escrow Agent, if, on or prior to the fifth (5th) anniversary of the Closing Date: (x) the VWAP of shares of PubCo’s Common Stock equals or exceeds $20.00 per share for twenty (20) of any thirty (30) consecutive trading days commencing after the Closing on Nasdaq; provided, the last qualifying trading day constituting the triggering event hereunder must occur on or after December 31, 2022; or (y) if PubCo consummates a transaction which results in the stockholders of PubCo having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $20.00 per share (for any non-cash proceeds, as determined based on the agreed valuation set forth in the applicable definitive agreements for such transaction or, in the absence of such valuation, as determined in good faith by PubCo Board); and (iv) if the conditions set forth in either Section 3.06(c)(i2.6(a) or (ii) of the Merger Agreement have not been satisfied following the fifth third (5th3rd) anniversary of the Closing Date, any Earnout Shares remaining in the Earnout Escrow Account shall be automatically released to PubCo for cancellation and the members of the Stockholder Earnout Group Earn Out Recipients shall not have any no right to receive such Earnout Shares or any benefit therefrom; (iv) for the avoidance of doubt, if the condition for more than one triggering event is met pursuant to Section 2.6(a) of the Merger Agreement, then all of the Earnout Shares to be released and distributed in connection with each such triggering event shall be released and delivered to the Earnout Recipients in accordance with Section 2.6(a) of the Merger Agreement; (v) for the avoidance of doubt, any Earnout Shares to be released from the Earnout Escrow Account shall be distributed and released as PubCo’s Class A Shares.